MODIV INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2022 • Modiv Inc. • Real estate investment trusts • New York
Modiv Inc., a Maryland corporation (the “Company”), and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), jointly and severally, confirm their agreement with B. Riley Securities, Inc. (the “Underwriter”) with respect to the issue and sale by the Company and the purchase by the Underwriter, subject to the terms and conditions stated in this agreement (this “Agreement”), of an aggregate of [●] shares (the “Shares”) of the Company’s Class C common stock, $0.001 par value per share (the “Class C Common Stock”).
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEModiv Inc. • February 9th, 2022 • Real estate investment trusts • New York
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (collectively, the “Initial Guarantors”) and EACH ADDITIONAL SUBSIDIARY GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT (AS HEREINAFTER DEFINED)) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (Initial Guarantors and such Additional Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), in its capacity as a “Lender” under the Credit Agreement referenced below and each other “Lender” (as defined in the Credit Agreement) which may now be or hereafter become a party to the Credit Agreement, any such individual L
